1 PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3) TO PROSPECTUS DATED JUNE 13, 1997 REGISTRATION NO. 333-28451 $63,400,000 ITRON, INC. 6-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004 AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF AND 2,638,600 SHARES OF COMMON STOCK This Prospectus Supplement relates to the resale by the holders (the "Selling Securityholders") of 6 3/4% Convertible Subordinated Notes Due 2004 (the "Notes") of Itron, Inc. (the "Company") and the shares of Common Stock, no par value (the "Common Stock"), of the Company issuable upon the conversion thereof (the "Conversion Shares"). This Prospectus Supplement should be read in conjunction with the Prospectus dated June 13, 1997 (the "Prospectus"), which is to be delivered with this Prospectus Supplement. All capitalized terms used but not defined in this Prospectus Supplement shall have the meanings given them in the Prospectus. The information in the table appearing under the heading "Selling Securityholders" in the Prospectus is superseded in part by the information appearing in the table below:
NOTES AND CONVERSION SHARES SHARES -------------------------------------------- ------------------------- PRINCIPAL AMOUNT OF NOTES NUMBER OF SHARES BENEFICIALLY PERCENTAGE CONVERSION BENEFICIALLY NUMBER OF OWNED THAT OF NOTES SHARES THAT MAY OWNED PRIOR SHARES THAT NAME MAY BE SOLD OUTSTANDING BE SOLD (1) TO OFFERING MAY BE SOLD ---- ----------- ----------- --------------- ----------- ----------- Franklin Custodian Funds - Utilities 1,000,000 1.6 42,194 Any other holder of Notes or future transferee, pledgee, donee or successor of or from any such other holder.(3)(4) -- -- -- *Less than 1%. (1) Assumes conversion of the full amount of Notes held by such Selling Securityholder at the initial conversion price of $23.70 per share; such conversion price is subject to adjustment as described under "Description of Notes--Conversion." Accordingly, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease from time to time. Under the terms of the Indenture, fractional shares will not be issued upon conversion of the Notes; cash will be paid in lieu of fractional shares, if any. (2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange Act, and based upon 14,762,791 shares of Common Stock outstanding as of January 31, 1999, treating as outstanding the number of Conversion Shares issuable upon the assumed conversion by the named Selling Securityholder of the full amount of such Selling Securityholder's Notes, but not assuming the conversion of the Notes or the exercise of warrants of any other Selling Securityholder. (3) Information concerning other Selling Securityholders will be set forth in supplements to this Prospectus from time to time, if required. (4) Assumes that any other holders of Notes, or any further transferees, pledgees, donees or successors of or from any such other holders of Notes, do not beneficially own any Common Stock other than the Common Stock issuable upon conversion of the Notes at the initial conversion rate.
SECURITIES BENEFICIALLY OWNED AFTER OFFERING ------------------------- SECURITIES TO BE SOLD--PERCENTAGE PERCENTAGE OF OF COMMON STOCK COMMON STOCK NAME OUTSTANDING (2) AMOUNT OUTSTANDING ---- ---------------- ------ -------------- Franklin Custodian Funds - Utilities * 0 -- Any other holder of Notes or future transferee, pledgee, donee or successor of or from any such other holder.(3)(4) * 0 -- 2 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------ The date of this Prospectus Supplement is March 12, 1999 -2-